END USER LICENSE AGREEMENT (EULA)

Product: Budget Revolution (Beta) Licensor: Budget Revolution LLC, a Virginia limited liability company Version: 2.1 Effective Date: October 19, 2026 Last Updated: October 19, 2026

1. Acceptance of Terms; Electronic Agreement

This End User License Agreement ("Agreement") is a binding contract between you ("you" or "User") and Budget Revolution LLC ("Licensor," "we," "us," or "our").

By clicking "I Agree," checking the acceptance box, creating an account, or installing, accessing, or using the Budget Revolution beta software (the "Software"), you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree, do not accept these terms and do not access or use the Software.

You consent to contract electronically. Your electronic acceptance has the same legal force as a handwritten signature. We record the date, time, IP address, and Agreement version associated with your acceptance, and that record is admissible evidence of your assent.

If you are accepting on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to both you and that organization.

2. Eligibility

You must be at least 18 years old and have the legal capacity to enter into a binding contract. You must not be barred from using the Software under the laws of the United States or your jurisdiction of residence. You represent that all registration information you provide is accurate and that you will keep it current.

3. Definitions

• "Software" means the Budget Revolution beta application, including all versions, updates, source code, object code, formulas, algorithms, scripts, interfaces, documentation, and related materials made available to you by Licensor.
• "User Data" means financial account information, transaction records, credentials, and other data you provide to or authorize the Software to retrieve on your behalf.
• "Third-Party Services" means any external application, API, data aggregator, financial institution, or database from which the Software retrieves or to which it transmits data.
• "Feedback" means any suggestion, idea, bug report, feature request, enhancement, comment, or other input you provide relating to the Software.

4. License Grant

Subject to your continuous compliance with this Agreement, Licensor grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software solely for personal, non-commercial testing and evaluation during the Beta Period.

The Software is licensed, not sold. Licensor and its licensors retain all right, title, and interest in and to the Software. All rights not expressly granted are reserved.

5. Beta Software; No Support or Service Levels

You acknowledge that the Software is an early-stage prototype undergoing active testing and refinement. It may contain bugs, calculation inaccuracies, data representation errors, security vulnerabilities, incomplete features, or unexpected behavior. Use of the Software is entirely at your own risk.

• The Software is provided free of charge during the beta testing period (the "Beta Period"). This license terminates automatically at the end of the Beta Period, which Licensor may declare at any time.
• Licensor has no obligation to provide maintenance, technical support, updates, bug fixes, or uptime of any kind. No service level agreement applies.
• Licensor may modify, suspend, limit, or discontinue the Software or any feature, in whole or in part, at any time and without notice or liability.
• Licensor does not guarantee that User Data, settings, history, or outputs will be preserved, and may delete them at any time. You are responsible for maintaining your own independent records and backups.

6. Purpose and Limitations

The Software is designed to aid in the display, organization, and representation of numerical and financial data sourced from user-provided bank accounts, Third-Party Services, and other data inputs.

The Software is not intended to serve as the sole or primary basis for any financial decision. It is a supplemental visualization and analysis tool. You must independently verify all data and conduct your own due diligence before making any financial, tax, or investment decision.

7. No Financial, Investment, Tax, or Legal Advice

Licensor is not a registered investment adviser, broker-dealer, bank, tax preparer, accountant, or law firm, and nothing in the Software creates a fiduciary, advisory, or professional relationship between you and Licensor. All data, visualizations, projections, categorizations, and summaries generated by the Software are for informational purposes only and are not financial recommendations or endorsements. Consult a qualified professional before acting on any output of the Software.

8. Your Account and Credentials

You are responsible for maintaining the confidentiality of your account credentials and for all activity occurring under your account. You must not share credentials, permit others to access the Software through your account, or use another person's account. Notify Licensor immediately at security@app.budgetsrevolution.com of any suspected unauthorized access or security incident.

9. Third-Party Services and Data Aggregation

The Software may retrieve or display data from Third-Party Services. By connecting a financial account, you authorize Licensor and its data aggregation providers to access, retrieve, transmit, and store information from that account on your behalf.

• Your use of Third-Party Services is governed by those providers' own terms and privacy policies, which you are responsible for reviewing. Where a data aggregator requires additional end-user terms or consents, those terms apply in addition to this Agreement.
• Licensor makes no guarantee regarding the accuracy, timeliness, availability, or completeness of data supplied by Third-Party Services.
• Errors, omissions, delays, or interruptions may occur due to causes beyond Licensor's control, including outages, API changes, credential changes, or processing errors at the Third-Party Service.
• Licensor is not responsible for the acts, omissions, security practices, or content of any Third-Party Service, and does not endorse any of them.

10. Privacy and Data Handling

Your use of the Software is also governed by our Privacy Policy, available at https://app.budgetsrevolution.com/privacy, which is incorporated into this Agreement by reference. The Privacy Policy describes what information we collect, how we use and share it, and your rights.

In summary and without limiting the Privacy Policy:

• Collection. We collect account registration information, User Data you provide or authorize us to retrieve, and technical usage and diagnostic data.
• Use. We use this information to operate, secure, debug, and improve the Software during the Beta Period.
• Sharing. We do not sell your personal information. We share it only with service providers and data aggregators acting on our behalf under written confidentiality obligations, and where required by law or valid legal process.
• Retention. We retain User Data for as long as your account is active and for a limited period thereafter as described in the Privacy Policy or as required by law, after which it is deleted or de-identified.
• Aggregated and de-identified data. We may create and use aggregated or de-identified data that cannot reasonably be used to identify you, including after termination.
• Your rights. Depending on your jurisdiction, you may have rights to access, correct, delete, or port your personal information, or to appeal a denied request. Submit requests to privacy@app.budgetsrevolution.com.

Certain information handled by the Software may be subject to financial privacy laws, including the Gramm-Leach-Bliley Act and applicable state privacy statutes. We handle such information in accordance with those laws to the extent they apply to us.

11. Security

We maintain administrative, technical, and physical safeguards designed to protect User Data, including encryption of data in transit and at rest, access controls, and credential handling through our aggregation providers rather than direct storage of bank login credentials where technically feasible.

No system is perfectly secure. Because the Software is a prototype, its security controls have not undergone the full testing and independent assessment expected of a production financial application. You accept this risk. We will notify affected users of a security incident involving their personal information as required by applicable law.

12. Acceptable Use Restrictions

You must not, and must not permit any third party to:

• (a) use the Software for any commercial purpose, or to provide services to any third party;
• (b) use the Software for any unlawful, fraudulent, or deceptive purpose, or in violation of any applicable law or regulation;
• (c) access accounts or data you are not authorized to access;
• (d) scrape, crawl, harvest, or use automated means to access the Software, or access it other than through interfaces we provide;
• (e) circumvent, disable, or interfere with security, authentication, rate-limiting, or access-control features;
• (f) introduce malware or any code intended to disrupt, damage, or gain unauthorized access to the Software or its systems;
• (g) impose an unreasonable load on Licensor's infrastructure, or conduct penetration testing, vulnerability scanning, or load testing without prior written authorization;
• (h) rent, lease, lend, sell, sublicense, distribute, publish, or otherwise transfer the Software or access to it;
• (i) use the Software or any information derived from it to design, develop, or market a competing product or service; or
• (j) remove, obscure, or alter any proprietary notice or attribution in the Software.

13. Intellectual Property; Restrictions on Alteration

The Software, including its source code, object code, formulas, algorithms, scripts, equations, HTML, JavaScript, user interface, visual design, and other elements, together with all copyrights, trade secrets, trademarks, and other intellectual property rights therein, is and remains the exclusive property of Licensor.

Except as expressly permitted by this Agreement, you must not modify, adapt, translate, create derivative works of, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, underlying structure, or non-public logic of the Software, or interfere with or alter any of its scripts, formulas, or related files, in whole or in part.

Carve-outs. The restrictions in this Section 13 do not apply:

• (a) to the extent such restriction is prohibited by applicable law, or to the extent applicable law grants you a non-waivable right to reverse engineer for interoperability purposes, and then only after you have first requested the necessary interoperability information from Licensor in writing;
• (b) to any third-party open source component included in the Software, which is licensed to you under its own applicable open source license. Where an open source license grants you rights broader than this Agreement, that license controls as to that component. A list of open source components and their licenses is available at https://app.budgetsrevolution.com/legal/open-source;
• (c) to information that is publicly available or that you lawfully obtain from a source other than the Software.

You acknowledge that client-side code delivered to your browser or device is inherently observable; nothing in this Section is intended to prohibit ordinary use of standard browser or operating system functionality.

Unauthorized duplication, modification, or redistribution of any component of the Software is a material breach of this Agreement, is grounds for immediate termination, and may subject you to civil and criminal liability under applicable law.

14. Feedback

You are not required to provide Feedback. If you do, you grant Licensor a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, distribute, and commercially exploit that Feedback for any purpose, without restriction, attribution, accounting, or compensation to you.

You represent that you have the right to grant this license and that your Feedback does not include confidential information of any third party. Feedback is not your Confidential Information, and Licensor is free to develop, use, and commercialize features that are the same as or similar to your Feedback without obligation to you.

15. Confidentiality of the Beta

The Software, its unreleased features, its performance, its non-public functionality, and any error or defect you observe are Licensor's confidential information. During the Beta Period and for two (2) years thereafter, you must not disclose any of the foregoing to any third party or publish any screenshot, benchmark, review, or evaluation of the Software without Licensor's prior written consent.

This Section 15 applies in addition to, and does not replace, any separate Non-Disclosure Agreement between you and Licensor. Where the two conflict as to confidentiality, the Non-Disclosure Agreement controls.

16. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY CALCULATION, CATEGORIZATION, OR DATA DISPLAYED WILL BE ACCURATE OR COMPLETE.

NO ADVICE OR INFORMATION OBTAINED FROM LICENSOR OR THROUGH THE SOFTWARE CREATES ANY WARRANTY NOT EXPRESSLY STATED HERE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS AFFILIATES, MEMBERS, OFFICERS, EMPLOYEES, DEVELOPERS, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SAVINGS, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO:

• (a) your use of or inability to use the Software;
• (b) any error, omission, inaccuracy, or delay in data processing, calculation, categorization, or display;
• (c) any failure, outage, change, or error in any Third-Party Service, API, database, or integration;
• (d) any financial, investment, tax, or other decision made in reliance on Software outputs;
• (e) any unauthorized access to or alteration of your data or transmissions; or
• (f) any other matter relating to the Software.

THIS APPLIES REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Aggregate cap. IF THE FOREGOING EXCLUSION IS HELD UNENFORCEABLE IN WHOLE OR IN PART, LICENSOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED THE GREATER OF (i) THE TOTAL AMOUNTS YOU PAID TO LICENSOR FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED U.S. DOLLARS (US $100).

Exclusions. Nothing in this Agreement limits liability that cannot be limited under applicable law, including liability for fraud, fraudulent misrepresentation, gross negligence, willful misconduct, or death or personal injury caused by negligence. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

Basis of the bargain. You acknowledge that the Software is provided free of charge, that the disclaimers and limitations in Sections 16 and 17 are essential elements of the bargain, and that Licensor would not make the Software available without them.

18. Indemnification

You will indemnify, defend, and hold harmless Licensor and its affiliates, members, officers, employees, and agents from and against any claim, demand, loss, liability, damage, fine, cost, or expense (including reasonable attorneys' fees) arising out of or relating to (a) your breach of this Agreement, (b) your misuse of the Software, (c) your violation of any law or of any third party's rights, or (d) any User Data you provide or authorize the Software to access without proper authority. Licensor may assume exclusive control of the defense of any such claim at your expense, and you will cooperate with that defense. You will not settle any claim in a manner that imposes an obligation on Licensor without Licensor's prior written consent.

19. Term, Termination, and Effect of Termination

This Agreement takes effect on your acceptance and continues until terminated.

• By you. You may terminate at any time by ceasing all use of the Software and deleting all copies, and by deleting your account through the Software or by request to support@app.budgetsrevolution.com.
• By Licensor. Licensor may suspend or terminate this Agreement and your access at any time, with or without cause, with or without notice. Termination is automatic and immediate upon your breach of any provision, including any unauthorized modification of the Software.
• End of Beta. This Agreement terminates automatically at the end of the Beta Period.

Upon termination: all licenses granted to you end immediately; you must cease all use of the Software and permanently delete all copies and related materials in your possession; and Licensor may deactivate your account and delete or de-identify your User Data in accordance with the Privacy Policy, subject to any legal retention obligation. Where feasible, Licensor will provide a reasonable opportunity to export your User Data before deletion, but is not obligated to do so and you should not rely on it. Licensor is not liable to you or any third party for any suspension or termination.

20. Export Control and Sanctions

You represent that you are not located in, ordinarily resident in, or organized under the laws of any country or region subject to comprehensive U.S. sanctions, and that you are not listed on any U.S. government restricted-party list, including the Specially Designated Nationals and Blocked Persons List. You will comply with all applicable export control, sanctions, and anti-money-laundering laws in connection with your use of the Software.

21. Changes to This Agreement

Licensor may modify this Agreement at any time. If we make a material change, we will provide reasonable notice by posting the updated Agreement with a new Last Updated date and, where practicable, by notifying you in the Software or by email. Changes take effect on the stated effective date. Your continued use of the Software after that date constitutes acceptance of the modified Agreement. If you do not agree, you must stop using the Software and terminate your account. We will not apply material changes retroactively to disputes that arose before the change.

22. Governing Law, Venue, and Dispute Resolution

Governing law. This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution. Before initiating any formal proceeding, you agree to contact us at legal@app.budgetsrevolution.com with a written description of the dispute and to attempt in good faith to resolve it for at least thirty (30) days.

Venue. Subject to the arbitration provision below, you and Licensor consent to the exclusive jurisdiction and venue of the state and federal courts located in Norfolk, Virginia, and waive any objection to that forum on grounds of inconvenience.

Limitations period. To the extent permitted by law, any claim arising out of this Agreement must be brought within one (1) year after it accrues, or it is permanently barred.

23. Force Majeure

Licensor is not liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, labor dispute, governmental action, power or internet failure, cyberattack, or failure of any Third-Party Service or hosting provider.

24. Assignment

You may not assign or transfer this Agreement or any rights under it, by operation of law or otherwise, without Licensor's prior written consent; any attempted assignment without consent is void. Licensor may freely assign this Agreement, including in connection with a merger, acquisition, reorganization, or sale of assets. This Agreement binds and benefits the parties and their permitted successors and assigns.

25. Notices

Licensor may provide notice to you by email to the address associated with your account, by posting in the Software, or by in-app message; such notice is effective when sent or posted. You must send notices to Licensor at legal@app.budgetsrevolution.com. You are responsible for keeping your contact information current.

26. Relationship to Other Agreements; Entire Agreement

This Agreement, together with the Privacy Policy, is the entire agreement between you and Licensor regarding your use of and license to the Software, and supersedes all prior or contemporaneous agreements, proposals, and communications on that subject.

If you have also entered into a Non-Disclosure Agreement with Licensor, that agreement governs confidentiality and the handling of Confidential Information, and this Agreement governs your license to and use of the Software. Neither agreement supersedes the other, and the entire-agreement clause of each is expressly limited to its own subject matter. In the event of a direct conflict, the Non-Disclosure Agreement controls on confidentiality matters and this Agreement controls on all other matters.

27. General

• Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions remain in full force.
• No waiver. No failure or delay in exercising any right operates as a waiver, and no single or partial exercise precludes any further exercise. Waivers must be in writing.
• Relationship. Nothing creates a partnership, joint venture, employment, agency, or fiduciary relationship between you and Licensor.
• No third-party beneficiaries. Except for the indemnified parties named in Section 18, there are no third-party beneficiaries to this Agreement.
• Headings. Headings are for convenience only and do not affect interpretation.
• Interpretation. "Including" means "including without limitation." This Agreement will not be construed against the drafter.
• U.S. Government end users. The Software is "commercial computer software" as defined in FAR 2.101 and is provided with only those rights granted to all other end users under this Agreement.

28. Survival

Sections 3 (Definitions), 5 (last paragraph, records and backups), 7 (No Advice), 10 (Privacy), 13 (Intellectual Property), 14 (Feedback), 15 (Confidentiality of the Beta), 16 (Disclaimer), 17 (Limitation of Liability), 18 (Indemnification), 19 (Effect of Termination), 20 (Export Control), 22 (Governing Law and Dispute Resolution), 25 (Notices), 26 (Relationship to Other Agreements), 27 (General), and this Section 28 survive any termination or expiration of this Agreement.

29. Contact

Budget Revolution LLC General: support@app.budgetsrevolution.com Legal: legal@app.budgetsrevolution.com Privacy: privacy@app.budgetsrevolution.com Security: security@app.budgetsrevolution.com

Acceptance of this Agreement is recorded electronically. No signature is required.

NON-DISCLOSURE AGREEMENT (NDA)

Disclosing Party: Budget Revolution LLC, a Virginia limited liability company Version: 2.1 Effective Date: The date of your electronic acceptance

1. Parties and Electronic Acceptance

This Non-Disclosure Agreement ("Agreement") is entered into between Budget Revolution LLC ("Disclosing Party," "we," or "us") and the individual or entity accepting this Agreement ("Receiving Party" or "you"). Each is a "Party" and together the "Parties."

By clicking "I Agree," checking the acceptance box, creating an account, or accessing the Confidential Information, you agree to be bound by this Agreement. You consent to contract electronically, and your electronic acceptance has the same legal effect as a handwritten signature. We record the date, time, IP address, identifying account information, and Agreement version associated with your acceptance, and that record constitutes admissible evidence of your assent and satisfies any requirement that this Agreement be signed or in writing.

You represent that you are at least 18 years old and have the legal capacity and authority to enter into this Agreement. If you accept on behalf of an entity, you represent that you have authority to bind that entity, and "you" refers to both you and that entity.

2. Purpose

The Disclosing Party intends to disclose certain confidential and proprietary information (the "Confidential Information") to the Receiving Party for the purpose of prototyping, early adoption, testing, evaluation, and experimentation with the Disclosing Party's Budget Revolution software and related products (the "Purpose").

3. Definition of Confidential Information

"Confidential Information" means all information, whether written, oral, electronic, visual, or in any other form, that the Disclosing Party discloses or makes accessible to the Receiving Party, and that is either designated as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure. It includes business strategies, plans, financial information, technical data, proprietary data, trade secrets, software, source code, algorithms, formulas, designs, ideas, inventions, product development and roadmap information, unreleased features, security architecture and vulnerabilities, performance and benchmark data, defects and error reports, marketing strategies, pricing, customer and user lists, and the existence and terms of this Agreement.

Confidential Information does not include information that the Receiving Party can demonstrate by contemporaneous written records:

• (a) was publicly known or generally available prior to the time of disclosure by the Disclosing Party;
• (b) becomes publicly known or generally available after disclosure through no act or omission of the Receiving Party or its Representatives;
• (c) was in the Receiving Party's lawful possession, without confidentiality restriction, at the time of disclosure;
• (d) is lawfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or
• (e) is independently developed by the Receiving Party without use of or reference to the Confidential Information.

Confidential Information is not excluded merely because it is embraced by more general information in the public domain, or because individual components are separately public if the combination itself is not.

4. Obligations of the Receiving Party

The Receiving Party agrees:

• (a) to use the Confidential Information solely for the Purpose, and for no other purpose;
• (b) to maintain the confidentiality of the Confidential Information and to protect it using at least the same degree of care it uses for its own confidential information of like importance, and in no event less than a reasonable degree of care;
• (c) not to disclose any Confidential Information to any third party without the Disclosing Party's prior written consent, except as permitted by Sections 5 and 6;
• (d) not to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, algorithms, or non-public logic of any software or prototype disclosed hereunder, except to the extent such restriction is prohibited by applicable law or permitted by an applicable open source license;
• (e) not to use the Confidential Information to develop, or to assist any third party in developing, any product or service that competes with the Disclosing Party's products or services;
• (f) not to file or pursue any patent, trademark, copyright, or other application based on or incorporating the Confidential Information;
• (g) not to publish, post, present, benchmark, screenshot, review, or otherwise publicly discuss the Confidential Information without prior written consent; and
• (h) to notify the Disclosing Party promptly, and in no event later than three (3) business days, upon discovering any unauthorized use, disclosure, loss, or compromise of Confidential Information, and to cooperate fully in mitigating and remediating it.

5. Representatives and Flow-Down

The Receiving Party may disclose Confidential Information only to those of its employees, officers, directors, contractors, and professional advisors (collectively, "Representatives") who have a genuine need to know for the Purpose, who have been informed of the confidential nature of the information, and who are bound by written obligations of confidentiality at least as protective as those in this Agreement.

The Receiving Party remains fully responsible and liable for any act or omission of its Representatives that would breach this Agreement if committed by the Receiving Party itself.

6. Compelled Disclosure

If the Receiving Party is required by law, regulation, subpoena, or valid court or governmental order to disclose Confidential Information, the Receiving Party shall, to the extent legally permitted:

• (a) promptly notify the Disclosing Party in writing before disclosure so that the Disclosing Party may seek a protective order or other remedy;
• (b) cooperate with the Disclosing Party, at the Disclosing Party's expense, in seeking such relief; and
• (c) disclose only that portion of the Confidential Information that its counsel advises is legally required, and use reasonable efforts to obtain confidential treatment for the information disclosed.

Confidential Information so disclosed retains its confidential status for all other purposes.

7. Return or Destruction

Upon the Disclosing Party's written request, or upon termination or expiration of this Agreement, the Receiving Party shall promptly return or securely destroy all Confidential Information and all copies, notes, analyses, and derivative materials in its possession or control, and shall, upon request, certify such return or destruction in writing signed by an authorized representative.

The Receiving Party may retain (a) copies stored in routine, non-targeted automated backup or archival systems, and (b) copies required to be retained by applicable law, regulation, or bona fide internal compliance policy. Any such retained copies remain subject to the confidentiality obligations of this Agreement for as long as they are retained, notwithstanding any expiration of the term in Section 9.

8. No License; No Warranty; No Obligation

No license. Nothing in this Agreement grants the Receiving Party any right, by license or otherwise, in any Confidential Information, patent, copyright, trademark, trade secret, or other intellectual property of the Disclosing Party. All Confidential Information remains the exclusive property of the Disclosing Party.

No warranty. All Confidential Information is provided "AS IS." The Disclosing Party makes no representation or warranty, express or implied, as to its accuracy, completeness, or fitness for any purpose, and shall have no liability to the Receiving Party arising from the Receiving Party's use of or reliance on it.

No obligation. Nothing in this Agreement obligates either Party to disclose any particular information, to continue any disclosure, to enter into any further agreement, or to proceed with any transaction or business relationship. Either Party may terminate discussions at any time.

9. Term and Duration of Obligations

Disclosure Period. The period during which the Disclosing Party may make disclosures under this Agreement (the "Disclosure Period") begins on the Effective Date and continues until terminated by either Party on thirty (30) days' written notice, or automatically upon the Receiving Party's loss of access to the Budget Revolution software.

Confidentiality Period. The obligations in this Agreement apply to each item of Confidential Information from the date it is disclosed and continue for five (5) years after the date of that disclosure, or for three (3) years after the end of the Disclosure Period, whichever is later.

Trade secrets. Notwithstanding the foregoing, any Confidential Information that constitutes a trade secret under applicable law remains protected for as long as it qualifies as a trade secret, without time limit.

Termination of the Disclosure Period does not relieve either Party of obligations accrued before termination.

10. Remedies

The Receiving Party acknowledges that any unauthorized disclosure or use of Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party is entitled to seek injunctive and other equitable relief without the necessity of proving actual damages and without posting bond or other security, in addition to all other remedies available at law or in equity.

The Parties waive any requirement that the Disclosing Party demonstrate the inadequacy of monetary damages as a condition of such relief.

11. Attorneys' Fees

In any action or proceeding to enforce or interpret this Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees, expert fees, and costs, in addition to any other relief awarded.

12. Defend Trade Secrets Act Notice

Pursuant to 18 U.S.C. § 1833(b), you are hereby notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed under seal in a lawsuit or other proceeding.

Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual's attorney and use the trade secret information in the court proceeding, provided that the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

Nothing in this Agreement prohibits or restricts you from communicating with, filing a charge with, or participating in an investigation by any federal, state, or local government agency, or from making any disclosure protected under applicable whistleblower law.

13. No Waiver

No failure or delay by either Party in exercising any right under this Agreement operates as a waiver of that right, and no single or partial exercise precludes any further exercise. Any waiver must be in writing and signed by the waiving Party, and applies only to the specific instance identified.

14. Governing Law, Venue, and Jury Waiver

This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles. The Parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Norfolk, Virginia, for any dispute arising out of or relating to this Agreement, and waive any objection based on inconvenient forum or lack of personal jurisdiction.

TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Nothing in this Section prevents either Party from seeking injunctive relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property.

15. Relationship to the End User License Agreement

This Agreement governs confidentiality and the treatment of Confidential Information. The Budget Revolution End User License Agreement ("EULA") governs your license to and use of the Budget Revolution software. The two agreements are complementary, and neither supersedes the other.

The entire-agreement provision in Section 18 below is expressly limited to the subject matter of confidentiality and does not supersede the EULA, the Privacy Policy, or any other agreement addressing a different subject matter. In the event of a direct conflict, this Agreement controls on confidentiality matters and the EULA controls on all other matters.

16. Assignment and Successors

The Receiving Party may not assign or transfer this Agreement or any rights or obligations under it, by operation of law or otherwise, without the Disclosing Party's prior written consent; any attempted assignment without consent is void. The Disclosing Party may assign this Agreement freely, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. This Agreement binds and inures to the benefit of the Parties and their permitted successors and assigns.

17. Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to render it enforceable while preserving the Parties' intent, or severed if such modification is not possible. The remaining provisions continue in full force and effect. In particular, if any time period or scope of restriction is held unreasonable, it shall be reduced to the maximum period or scope that is enforceable.

18. Entire Agreement

Subject to Section 15, this Agreement constitutes the entire agreement between the Parties with respect to confidentiality and supersedes all prior agreements, understandings, and communications, whether written or oral, relating to that subject matter.

19. Amendments

This Agreement may be amended only by a written instrument agreed to by both Parties. The Disclosing Party may propose amendments by presenting an updated version for electronic acceptance; your acceptance of the updated version, or your continued access to Confidential Information after reasonable notice of the update, constitutes agreement to the amendment. Amendments are not retroactive.

20. Miscellaneous

• Relationship of the Parties. Nothing in this Agreement creates a partnership, joint venture, employment, agency, or fiduciary relationship between the Parties.
• Notices. The Disclosing Party may give notice by email to the address associated with your account or by in-application message, effective when sent. You must give notice to the Disclosing Party at legal@app.budgetsrevolution.com. Each Party is responsible for keeping its contact information current.
• Counterparts and electronic records. This Agreement may be accepted electronically, and an electronic record of acceptance has the same force and effect as an original signed counterpart.
• Headings. Headings are for convenience only and do not affect interpretation.
• Interpretation. "Including" means "including without limitation." This Agreement shall not be construed against either Party as drafter.
• Survival. Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 14, 15, 16, 17, 18, and 20 survive termination or expiration of this Agreement.

21. Contact

Budget Revolution LLC brev@app.budgetsrevolution.com Legal: legal@app.budgetsrevolution.com

Acceptance of this Agreement is recorded electronically. No signature is required.